0001047469-08-002104 Sample Contracts

COUNTRYWIDE FINANCIAL CORPORATION 2006 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • February 29th, 2008 • Countrywide Financial Corp • Savings institution, federally chartered

The Participant specified below has been granted these Restricted Stock Units ("RSUs") by COUNTRYWIDE FINANCIAL CORPORATION, a Delaware corporation (the "Company") under the terms of the COUNTRYWIDE FINANCIAL CORPORATION 2006 EQUITY INCENTIVE PLAN (the "Plan"). The RSUs shall be subject to the following terms and conditions set forth herein as well as the terms of the Plan (this Agreement and the Plan being collectively referred to as the "RSU Terms").

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FORM OF CLOSING CERTIFICATE
364-Day Credit Agreement • February 29th, 2008 • Countrywide Financial Corp • Savings institution, federally chartered

Pursuant to Section 4.01(c) of the 364-Day Credit Agreement, dated as of May 9, 2007 (the "Credit Agreement"; terms defined therein being used herein as therein defined), among Countrywide Financial Corporation, Countrywide Home Loans, Inc. and William Street Credit Corporation, as the Lender, the undersigned [INSERT TITLE OF OFFICER] of [INSERT NAME OF LOAN PARTY] (the "Certifying Loan Party") hereby certifies as follows:

FORM OF CLOSING CERTIFICATE
Five-Year Credit Agreement • February 29th, 2008 • Countrywide Financial Corp • Savings institution, federally chartered

Pursuant to Section 4.01(c) of the Five-Year Credit Agreement, dated as of May 10, 2006 (the "Credit Agreement"; terms defined therein being used herein as therein defined), among Countrywide Financial Corporation, Countrywide Home Loans, Inc. and William Street Credit Corporation, as the Lenders, the undersigned [INSERT TITLE OF OFFICER] of [INSERT NAME OF LOAN PARTY] (the "Certifying Loan Party") hereby certifies as follows:

COUNTRYWIDE FINANCIAL CORPORATION 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 29th, 2008 • Countrywide Financial Corp • Savings institution, federally chartered

The Participant specified below has been granted these Restricted Stock Units ("Units") by COUNTRYWIDE FINANCIAL CORPORATION, a Delaware corporation (the "Company") under the terms of the COUNTRYWIDE FINANCIAL CORPORATION 2006 EQUITY INCENTIVE PLAN (the "Plan"). The Units shall be subject to the terms and conditions set forth herein (the "Agreement") as well as the terms of the Plan.

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Option Agreement • February 29th, 2008 • Countrywide Financial Corp • Savings institution, federally chartered

AMENDMENT made this 1st day of November, 2007 to the [Option Agreement Name] ("Option Agreement") dated [2004 Grant Date] between Countrywide Financial Corporation (the "Company") and you (the "Optionee").

FIVE-YEAR CREDIT AGREEMENT dated as of May 10, 2006 among COUNTRYWIDE FINANCIAL CORPORATION, COUNTRYWIDE HOME LOANS, INC., and WILLIAM STREET CREDIT CORPORATION, as Lender
Credit Agreement • February 29th, 2008 • Countrywide Financial Corp • Savings institution, federally chartered • New York

FIVE-YEAR CREDIT AGREEMENT dated as of May 10, 2006, among COUNTRYWIDE FINANCIAL CORPORATION, COUNTRYWIDE HOME LOANS, INC., and WILLIAM STREET CREDIT CORPORATION, as the Lender (the "Lender").

FIRST AMENDMENT TO THE FIVE-YEAR CREDIT AGREEMENT
Five-Year Credit Agreement • February 29th, 2008 • Countrywide Financial Corp • Savings institution, federally chartered • New York

This FIRST AMENDMENT to the FIVE-YEAR CREDIT AGREEMENT (this "Amendment") is made and dated as of May 9, 2007 by and among Countrywide Home Loans, Inc., a New York corporation ("CHL"), Countrywide Financial Corporation, a Delaware corporation ("CFC") and William Street Credit Corporation, as the Lender ("Lender").

COUNTRYWIDE FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 29th, 2008 • Countrywide Financial Corp • Savings institution, federally chartered

This Restricted Stock Agreement ("Agreement") is made as of [Date], between COUNTRYWIDE FINANCIAL CORPORATION, a Delaware corporation (the "Company"), and Name (the "Director").

COUNTRYWIDE FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 29th, 2008 • Countrywide Financial Corp • Savings institution, federally chartered

This Restricted Stock Agreement ("Agreement"), made as of [Grant Date] (the "Grant Date"), between COUNTRYWIDE FINANCIAL CORPORATION, a Delaware corporation (the "Company"), and [Employee Name] (the "Award Holder").

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Option Agreement • February 29th, 2008 • Countrywide Financial Corp • Savings institution, federally chartered

AMENDMENT made this 1st day of November, 2007 to the [Option Agreement Name] ("Option Agreement") dated [2005 Grant Date] between Countrywide Financial Corporation (the "Company") and you (the "Optionee").

364-DAY CREDIT AGREEMENT dated as of May 9, 2007 among COUNTRYWIDE FINANCIAL CORPORATION, COUNTRYWIDE HOME LOANS, INC., and WILLIAM STREET CREDIT CORPORATION, as Lender
364-Day Credit Agreement • February 29th, 2008 • Countrywide Financial Corp • Savings institution, federally chartered • New York

364-DAY CREDIT AGREEMENT dated as of May 9, 2007, among COUNTRYWIDE FINANCIAL CORPORATION, COUNTRYWIDE HOME LOANS, INC. and WILLIAM STREET CREDIT CORPORATION, as the Lender (the "Lender").

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